UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE TO
TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
AURICO GOLD INC.
(Name of Subject Company (Issuer))
AURICO GOLD INC.
(Name of Filing Person (Issuer))
3.50% Convertible Senior Notes Due 2016
(Title of Class of Securities)
666416 AB8
(CUSIP Number of Class of Securities)
Matthew J. Howorth
Vice President, General Counsel and Corporate Secretary
AuRico Gold Inc.
110 Yonge Street, Suite 1601
Toronto, Ontario, Canada M5C 1T4
(647) 260-8880
(Name, address and telephone number of person authorized to receive notices and communications on behalf of filing person)
CALCULATION OF FILING FEE
Transaction Valuation*: | Amount of Filing Fee**: | |
$171,371,730 | $19,640 |
| * | Calculated solely for purposes of determining the filing fee. The purchase price of the 3.50% Convertible Senior Notes Due 2016 (the “Notes”), as described herein, is approximately $1,008.069 per $1,000 principal amount at maturity outstanding. As of November 23, 2011, there was $170,000,000 in aggregate principal amount at maturity of Notes outstanding, resulting in an aggregate maximum purchase price of $171,371,730. |
| ** | The amount of the filing fee was calculated in accordance with Rule 0-11 of the Securities Exchange Act of 1934, as amended, and equals $114.60 for each $1,000,000 of the value of the transaction. |
| ¨ | Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. |
| ¨ | Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. |
| Amount Previously Paid: Not applicable | Filing Party: Not applicable | |
| Form or Registration No.: Not applicable | Date Filed: Not applicable |
Check the appropriate boxes to designate any transactions to which the statement relates:
| ¨ | third-party tender offer subject to Rule 14d-1. |
| x | issuer tender offer subject to Rule 13e-4. |
| ¨ | going-private transaction subject to Rule 13e-3. |
| ¨ | amendment to Schedule 13D under Rule 13d-2. |
Check the following box if the filing is a final amendment reporting the results of the tender offer: ¨
INTRODUCTORY STATEMENT
As required by the Indenture, dated as of October 5, 2010 (the “Base Indenture”), as supplemented by the First Supplemental Indenture, dated as of October 5, 2010 (the “First Supplemental Indenture”) among Northgate Minerals Corporation, a British Columbia corporation (“Northgate”), The Bank of New York Mellon, as trustee (the “Trustee”), and BNY Trust Company of Canada, as co-trustee, and further supplemented by the Second Supplemental Indenture, dated as of October 26, 2011, among Northgate, AuRico Gold Inc., an Ontario corporation (the “Company”), the Trustee and BNY Trust Company of Canada, as co-trustee (the “Second Supplemental Indenture” and, collectively, with the Base Indenture and the First Supplemental Indenture, the “Indenture”) relating to the 3.50% Convertible Senior Notes due 2016 (the “Notes”) of the Company, and pursuant to the terms and subject to the conditions set forth therein, this Tender Offer Statement on Schedule TO-I (this “Schedule TO”) is filed by the Company, with respect to the right of each holder (the “Holder”) of the Notes to require the Company to purchase, and the obligation of the Company to purchase, each $1,000 principal amount of the Notes, plus accrued and unpaid interest, if any, to, but excluding, December 23, 2011 or a later date selected by the Company if the Company elects to extend the Offer to Purchase dated November 23, 2011 (as it may be amended and supplemented from time to time, the “Offer to Purchase”), attached hereto as Exhibit (a)(1)(A).
Holders may tender their Notes until 5:00 p.m., New York City time, on December 21, 2011.
This Schedule TO is intended to satisfy the disclosure requirements of Rule 13e-4(c)(2) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). All of the information set forth in the Offer to Purchase is incorporated herein in response to Items 1 through 11 of this Schedule TO, except for those Items as to which information is specifically provided herein. All capitalized terms used but not specifically defined in this Schedule TO shall have the meanings given to such terms in the Offer to Purchase.
Item 1. Summary Term Sheet.
The information set forth in the section of the Offer to Purchase entitled “Summary Term Sheet” is incorporated herein by reference.
Item 2. Subject Company Information.
(a) The name of the issuer is AuRico Gold Inc., an Ontario corporation. The address of the Company’s principal executive offices is 110 Yonge Street, Suite 1601, Toronto, Ontario, Canada, M5C 1T4 and its telephone number is (647) 260-8880.
(b) The information set forth in “Important Information Concerning the Fundamental Change Purchase Right and Conversion Rights — Section 2 — Information Concerning the Notes” of the Offer to Purchase is incorporated herein by reference.
(c) The information set forth in “Important Information Concerning the Fundamental Change Purchase Right and Conversion Rights — Section 2.4 — Market for the Notes and the Company’s Common Shares” of the Offer to Purchase is incorporated herein by reference.
Item 3. Identity and Background of Filing Person.
This is an issuer tender offer. The information set forth in Item 2(a) above and Annex A to the Offer to Purchase is incorporated herein by reference.
Item 4. Terms of the Transaction.
(a)(1) The information set forth in the section entitled “Summary Term Sheet,” “Important Information Concerning the Fundamental Change Purchase Right and Conversion Rights — Section 2 — Information Concerning the Notes,” “Important Information Concerning the Fundamental Change Purchase Right and Conversion Rights — Section 3 — Procedures to Be Followed by Holders Electing to Surrender Notes for Purchase,” “Important Information Concerning the Fundamental Change Purchase Right and Conversion Rights — Section 4 — Right of Withdrawal,” “Important Information Concerning the Fundamental Change Purchase Right and Conversion Rights — Section 5 — Payment for Surrendered Notes; Source and Amount of Funds,” “Important Information Concerning
2
the Fundamental Change Purchase Right and Conversion Rights — Section 6 — Notes Acquired,” “Important Information Concerning the Fundamental Change Purchase Right and Conversion Rights — Section 7 — Plans or Proposals of the Company,” “Important Information Concerning the Fundamental Change Purchase Right and Conversion Rights — Section 8 — Interests of Directors, Executive Officers and Affiliates of the Company in the Notes,” “Important Information Concerning the Fundamental Change Purchase Right and Conversion Rights — Section 9 — Agreements Involving the Company’s Securities,” “Important Information Concerning the Fundamental Change Purchase Right and Conversion Rights — Section 10 — Purchases of Notes by the Company and its Affiliates” and “Important Information Concerning the Fundamental Change Purchase Right and Conversion Rights — Section 11 — Material U.S. Federal Income Tax Considerations” of the Offer to Purchase is incorporated herein by reference.
(a)(2) Not applicable.
(b) The information set forth in the section entitled “Important Information Concerning the Fundamental Change Purchase Right and Conversion Rights — Section 8 — Interests of Directors, Executive Officers and Affiliates of the Company in the Notes” of the Offer to Purchase is incorporated herein by reference.
Item 5. Past Contracts, Transactions, Negotiations and Agreements.
(e) Except as noted in the information set forth in the sections entitled “Important Information Concerning the Fundamental Change Purchase Right and Conversion Rights — Section 1 — Information Concerning the Company,” “Important Information Concerning the Fundamental Change Purchase Right and Conversion Rights — Section 9 — Agreements Involving the Company’s Securities,” “Important Information Concerning the Fundamental Change Purchase Right and Conversion Rights — Section 10 — Purchases of Notes by the Company and its Affiliates” and “Important Information Concerning the Fundamental Change Purchase Right and Conversion Rights — Section 12 — Additional Information” of the Offer to Purchase, which is incorporated herein by reference, there are no agreements, arrangements or understandings (including with respect to the transfer of voting securities, joint ventures, loan or option arrangements, puts or calls, guarantees of loans guarantees against loss or the giving or withholding of proxies consents or authorizations) whether or not legally enforceable, between any person identified in Item 3 of this Schedule TO and any other person with respect to any of the securities of the Company (including any securities that are pledged or otherwise subject to a contingency, the occurrence of which would give another person the power to direct the voting or disposition of the Notes or the shares of common stock underlying the Notes).
Item 6. Purposes of the Transaction and Plans or Proposals.
(a), (b) and (c)(1)-(10) The information set forth in “Summary Term Sheet,” “Important Information Concerning the Fundamental Change Purchase Right and Conversion Rights — Section 1 — Information Concerning the Company,” “Important Information Concerning the Fundamental Change Purchase Right and Conversion Rights — Section 2.1 — The Company’s Obligation to Purchase the Notes,” “Important Information Concerning the Fundamental Change Purchase Right and Conversion Rights — Section 6 — Notes Acquired,” “Important Information Concerning the Fundamental Change Purchase Right and Conversion Rights — Section 7 — Plans or Proposals of the Company” and “Important Information Concerning the Fundamental Change Purchase Right and Conversion Rights — Section 12 — Additional Information” of the Offer to Purchase is incorporated herein by reference.
Item 7. Source and Amount of Funds or Other Consideration.
(a) The information set forth in “Important Information Concerning the Fundamental Change Purchase Right and Conversion Rights — Section 5 — Payment for Surrendered Notes; Source and Amount of Funds” of the Offer to Purchase is incorporated herein by reference.
(b) There are no material financing conditions in connection with the Company’s obligation to pay the Fundamental Change Purchase Price for the surrendered Notes.
(d) The information set forth in “Important Information Concerning the Fundamental Change Purchase Right and Conversion Rights — Section 5—Payment for Surrendered Notes; Source and Amount of Funds” of the Offer to Purchase is incorporated herein by reference.
3
Item 8. Interest in Securities of the Subject Company.
(a) The information set forth in “Important Information Concerning the Fundamental Change Purchase Right and Conversion Rights — Section 8 — Interests of Directors, Executive Officers and Affiliates of the Company in the Notes” and Annex A of the Offer to Purchase is incorporated herein by reference.
(b) The information set forth in “Important Information Concerning the Fundamental Change Purchase Right and Conversion Rights — Section 8 — Interests of Directors, Executive Officers and Affiliates of the Company in the Notes” of the Offer to Purchase is incorporated herein by reference.
Item 9. Persons/Assets, Retained, Employed, Compensated or Used.
(a) The information set forth in “Important Information Concerning the Fundamental Change Purchase Right and Conversion Rights — Section 13 — No Solicitations” of the Offer to Purchase is incorporated herein by reference.
Item 10. Financial Statements.
(a)Financial Information. The Company does not believe it is required to include financial information due to the fact that this information is not material to Holders of Notes because, among other reasons, the consideration offered consists solely of cash, the Fundamental Change Purchase Right is not subject to any financing conditions and the Fundamental Change Purchase Right applies to all outstanding Notes.
(b)Pro Forma Information. The Company does not believe it is required to include pro forma information due to the fact that this information is not material to Holders of Notes because, among other reasons, the consideration offered consists solely of cash, the Fundamental Change Purchase Right is not subject to any financing conditions and the Fundamental Change Purchase Right applies to all outstanding Notes.
Item 11. Additional Information.
(a) The information set forth in “Important Information Concerning the Fundamental Change Purchase Right and Conversion Rights — Section 1 — Information Concerning the Company,” “Important Information Concerning the Fundamental Change Purchase Right and Conversion Rights — Section 8 — Interests of Directors, Executive Officers and Affiliates of the Company in the Notes,” “Important Information Concerning the Fundamental Change Purchase Right and Conversion Rights — Section 9 — Agreements Involving the Company’s Securities” and “Important Information Concerning the Fundamental Change Purchase Right and Conversion Rights — Section 12 — Additional Information” of the Offer to Purchase is incorporated herein by reference.
(b) The information set forth in the Offer to Purchase is incorporated herein by reference.
Item 12. Exhibits.
(a)(1)(A) Fundamental Change Notice and Offer to Purchase to Holders of 3.50% Convertible Senior Notes Due 2016, dated November 23, 2011.
(a)(1)(B) Notice of Fundamental Change, dated November 23, 2011.
(a)(1)(C) Press Release, dated November 23, 2011.
(a)(1)(D) Letter of Transmittal, dated November 23, 2011.
(b) Not applicable.
(c) Not applicable.
(d)(1) Indenture, dated as of October 5, 2010, among Northgate, the Trustee and BNY Trust Company of Canada, as co-trustee.
(d)(2) First Supplemental Indenture, dated as of October 5, 2010, among Northgate, the Trustee and BNY Trust Company of Canada, as co-trustee.
(d)(3) Second Supplemental Indenture, dated as of October 26, 2011, among Northgate, the Company, the
4
Trustee, and BNY Trust Company of Canada, as co-trustee.
(d)(4) Arrangement Agreement, dated as of August 28, 2011, between the Company and Northgate.
(d)(5) Amending Agreement, dated September 9, 2011, between the Company and Northgate.
(e) Not applicable.
(f) Not applicable.
(g) Not applicable.
(h) Not applicable.
Item 13. Information Required by Schedule 13E-3.
Not applicable.
5
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
| AURICO GOLD INC. | ||
| By: | /s/ MATTHEW J. HOWORTH | |
| Name: | Matthew J. Howorth | |
| Title: | Vice President, General Counsel and Corporate Secretary | |
| Dated: | November 23, 2011 | |
6
EXHIBIT INDEX
Exhibit No. | Description | |
| (a)(1)(A) | Fundamental Change Notice and Offer to Purchase to Holders of 3.50% Convertible Senior Notes Due 2016, dated November 23, 2011. | |
| (a)(1)(B) | Notice of Fundamental Change, dated November 23, 2011. | |
| (a)(1)(C) | Press Release, dated November 23, 2011. | |
| (a)(1)(D) | Letter of Transmittal, dated November 23, 2011. | |
| (b) | Not applicable. | |
| (c) | Not applicable. | |
| (d)(1) | Indenture, dated as of October 5, 2010, among Northgate Minerals Corporation, the Bank of New York Mellon, as trustee, and BNY Trust Company of Canada, as co-trustee. | |
| (d)(2) | First Supplemental Indenture, dated as of October 5, 2010, among Northgate Minerals Corporation, the Bank of New York Mellon, as trustee, and BNY Trust Company of Canada, as co-trustee. | |
| (d)(3) | Second Supplemental Indenture, dated as of October 26, 2011, among Northgate Minerals Corporation, AuRico Gold Inc., the Bank of New York Mellon, as trustee, and BNY Trust Company of Canada, as co-trustee. | |
| (d)(4) | Arrangement Agreement, dated as of August 28, 2011, between AuRico Gold Inc. and Northgate Minerals Corporation. | |
| (d)(5) | Amending Agreement, dated September 9, 2011, between AuRico Gold Inc. and Northgate Minerals Corporation. | |
| (e) | Not applicable. | |
| (f) | Not applicable. | |
| (g) | Not applicable. | |
| (h) | Not applicable. | |
7
